Register a company in Cyprus
Cyprus Company RegistrationUpdated on Thursday 16th July 2020
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Foreign investors find Cyprus a very appealing country to start a business in. After choosing the type of entity they consider suits their needs, they must start the company registration procedure with the Cypriot authorities.
Even if registering a company in Cyprus is not complicated, the procedure can prolong if the documents are not correctly prepared or are incomplete. This is why our Cypriot lawyers provide investors who want to incorporate business here with customized services related to company registration.
What are the types of legal entities I can register in Cyprus?
In Cyprus, the activities of any company are regulated by the revised Company Law (Cap.113), since 2003. According to this, the companies may be registered as limited liability companies, public limited companies or company limited by guarantee. In Cyprus, partnerships are also allowed in two forms: general or limited.
The limited liability company in Cyprus may be formed by at least one shareholder, but no more than 50. The capital is divided into shares that are restricted to transfer. The liability of the shareholders is limited to the number of their shares. Only one director is managing the company and the General Meeting of the shareholders is taking all the major decisions. Also, a Secretary must be appointed to keep under his custody the Register of Members, the Register of Charges, the Register of Directors and Secretary, the Company Seal, and the Minute Book.
All the limited liability companies must be registered at the Company Registrar of Cyprus. If the company is not involved in any criminal activity, the confidentiality of the shareholders is granted by law.
A public limited liability company in Cyprus doesn’t have a maximum number of shareholders and the shares are freely transferable. The duration of a public limited liability company may be stipulated in the Articles of Association but usually, it’s unlimited. The shares of the public limited liability company may be registered at the Cyprus Stock Exchange.
Cyprus Company Limited by Guarantee is a type of company that is copying the English type of company limited by guarantee. This type of business is specially designed for charitable and non-profit making purposes. It doesn’t require a minimum share capital. It doesn’t have a maximum number of shareholders.
A general partnership in Cyprus is based on the agreement of two or more partners (but no more than 20) that are united under the same name with the same economic goals. A banking business organized as a general partnership cannot have more than 10 partners. Within 1 month from the formation, the partnership must be registered in the Registrar of Partnerships. It’s not forbidden for a foreign investor to be a part of a partnership.
A limited partnership is similar to the general partnership; the main difference is that it’s formed by a general partner and a limited partner. The general partner can take all the management decisions and have unlimited liability, unlike the silent partner whose liability is limited by its contribution to the capital.
A sole proprietorship is liable with the owned personal goods for the business debts. It’s a form of company designed for small businesses.
Any foreign company may establish branches in Cyprus, by presenting relevant documents. The main requirement for the branches is to submit annual financial reports, in Greek or if not accompanied by a Greek translation.
Requirements for company registration in Cyprus
Even if the procedure itself is easy and fast, business people who want to set up companies in Cyprus must first comply with the pre-registration requirements which imply:
- choosing the right type of entity based on thorough research and a business plan;
- the preparation of all the documents needed to register the company;
- drafting and notarizing the company’s Memorandum and Articles of Association;
- issuing a power of attorney to the person or firm handling the registration, if required;
- appointing the company directors and secretary for which certain conditions must be respected;
- opening a corporate bank account where the share capital will be deposited;
- choosing a legal address for the future business (a virtual office can also be used during the first phase of company registration).
One of the most important phases of the company registration procedure is drafting the company’s Memorandum and Articles of Association. These must contain specific information in order to be validated by the Cyprus Companies Register.
If the Memorandum must contain the decision of registering the company, the Articles of Association are more complex and represent the document which stands at the base of the creation of the company.
When it comes to the management of the company, any business form must have at least one director in the case of private companies and at least two in the case of public companies. These need not be Cyprus residents. A Cypriot company secretary must be appointed, on the other hand.
Our lawyers in Cyprus can help with the preparation and notarization of the company’s Memorandum and Articles of Association. We can also help you with the trademark registration process in Cyprus.
Share capital requirements for setting up a business in Cyprus
One of the most important steps in company registration in Cyprus is creating the corporate bank account in order for the share capital of the business to be deposited. Business owners must respect certain conditions related to the share capital requirements imposed by the Company Law in Cyprus. Among these requirements are the ones related to the minimum amount of money which need to be deposited upon company incorporation.
There are types of structures, such as sole proprietorships, partnerships and private limited liability companies which are not subject to specific share capital requirements, cases in which the owner will need to assess the business’ needs and deposit the amount of money they deem necessary for operating.
For public limited liability companies, on the other hand, the law requires the shareholders to deposit a minimum share capital of 25,630 euros.
What are the steps for incorporating a company in Cyprus?
First of all, the desired name for the company must be checked at the Registrar of Companies of Cyprus. If the name is available, it can be reserved.
The Memorandum of Association must be prepared by a legal lawyer and notarized.
All the necessary documents must be submitted to the Companies Section of the Department of Registrar of Companies and Official Receiver. The tax registration number and the VAT must be received from the Ministry of Commerce, so an application must be sent.
The last step in incorporating a company in Cyprus is registering at the Ministry of Labor for the Social Contribution. We can also help in obtaining EORI numbers in Cyprus.
What documents are required for the incorporation of a company in Cyprus?
The companies are incorporated once a Memorandum of Association is signed by all the members of it. The Memorandum of Association must contain the name and the object of the company. It must also contain the address of the registered office, the amount of the share capital, the name of the subscribers of the shares and the number of shares. The memorandum of association may be submitted in any language if it’s accompanied by a legal Greek translation.
The articles of association must contain the following information: the voting rights of the members, the general meeting of the company, the accounts, and audits, the appointment of the managing members.
A Cypriot branch must also provide the certificate of registration of the parent company, the articles of association, the name of the manager of the branch and details regarding it.
How quickly can I incorporate my company in Cyprus?
Usually, the incorporation of a company in Cyprus is a process that won’t take longer than 10 days if all the requirements are met.
Why choose to register a company in Cyprus?
We mentioned earlier that it is quite easy to register a company in Cyprus. As a matter of fact, Cyprus is one of the European countries in which the company registration procedure is very fast and simple, as the procedure takes around two weeks to complete.
Also, the Cypriot law allows companies to use the services of nominee directors and shareholders in order to benefit from privacy and high protection of the personal assets. For this purpose, the holding company regime is one of the best in the European Union.
FAQ on company registration in Cyprus
Our law firm in Cyprus has the experience to handle the company registration procedure on behalf of those who need such services. They have also answered some of the questions most foreign investors coming here have:
1. Do I need a local partner to start a business in Cyprus?
No, the foreign investor can be the only shareholder in the Cyprus company, however, they can choose to have local partners if they consider they need one.
2. Can I register the company remotely?
Yes, that is possible. You need to grant the person appointed to complete the procedure a power of attorney in order to act on your behalf. You can also rely on our Cypriot law firm if you need such services.
3. It is expensive to set up a business in Cyprus?
No, it is not. As a matter of fact, registering a company in Cyprus is quite cheap.
4. Are shelf companies available for sale in Cyprus?
Yes, foreign investors can also purchase shelf companies in Cyprus.
Please contact our Cypriot law firm for more details regarding the registration procedure in Cyprus.